0001047469-09-001981 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 27th, 2009 • Macerich Co • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT is made and entered into as of the day of , 20 (“Agreement”), by and between The Macerich Company, a Maryland corporation (the “Company”), and (“Indemnitee”).

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FORM OF STOCK UNIT AWARD AGREEMENT THE MACERICH COMPANY STOCK UNIT AWARD AGREEMENT 2003 EQUITY INCENTIVE PLAN
Stock Unit Award Agreement • February 27th, 2009 • Macerich Co • Real estate investment trusts

THIS AGREEMENT is among THE MACERICH COMPANY, a Maryland corporation (the “Corporation”), THE MACERICH PARTNERSHIP L.P., a Delaware limited partnership (the “Operating Partnership”), and the employee named above (the “Participant”), and is delivered under The Macerich Company 2003 Equity Incentive Plan, which includes any applicable programs under the Plan (the “Plan”).

AMENDED AND RESTATED MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • February 27th, 2009 • Macerich Co • Real estate investment trusts • California

THIS AGREEMENT is entered into by and between THE MACERICH COMPANY, a Maryland corporation (the “Company”) and [ ] (the “Executive”), this day of December, 2008.

FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 27th, 2009 • Macerich Co • Real estate investment trusts

THIS AGREEMENT is among THE MACERICH COMPANY, a Maryland corporation (the “Corporation”), THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and the Participant named above (the “Participant”) and is delivered under The Macerich Company 2003 Equity Incentive Plan which includes any applicable programs under the Plan (the “Plan”).

FORM OF EMPLOYEE STOCK OPTION AGREEMENT THE MACERICH COMPANY EMPLOYEE STOCK OPTION AGREEMENT 2003 EQUITY INCENTIVE PLAN
Employee Stock Option Agreement • February 27th, 2009 • Macerich Co • Real estate investment trusts • Maryland

THIS AGREEMENT is among THE MACERICH COMPANY, a Maryland corporation (the “Corporation”), THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and is granted pursuant to and subject to The Macerich Company 2003 Equity Incentive Plan (the “Plan”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned by the Plan.

FORM OF EMPLOYEE STOCK APPRECIATION RIGHT AGREEMENT THE MACERICH COMPANY EMPLOYEE STOCK APPRECIATION RIGHT AGREEMENT 2003 EQUITY INCENTIVE PLAN
Employee Stock Appreciation Right Agreement • February 27th, 2009 • Macerich Co • Real estate investment trusts • Maryland

THIS AGREEMENT is among THE MACERICH COMPANY, a Maryland corporation (the “Corporation”), THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and is granted pursuant to and subject to The Macerich Company 2003 Equity Incentive Plan, as amended (the “Plan”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned by the Plan.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Macerich Co • Real estate investment trusts • California

This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and among The Macerich Company, a Maryland corporation and The Macerich Partnership, L.P., a Delaware partnership (collectively, the “Company”), and Tony Grossi (“Employee”), as of the 19th day of December, 2008. This Agreement amends and restates the Employment Agreement by and among the Company and Employee dated as of the 1st day of November, 2006.

THE MACERICH COMPANY RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 27th, 2009 • Macerich Co • Real estate investment trusts

THIS AGREEMENT is among THE MACERICH COMPANY, a Maryland corporation (the “Corporation”), THE MACERICH PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), and (the “Director”) and is delivered under The Macerich Company 2003 Equity Incentive Plan (the “Plan”).

CONSULTING AGREEMENT
Consulting Agreement • February 27th, 2009 • Macerich Co • Real estate investment trusts • California

This Consulting Agreement (“Consulting Agreement”) is entered into this 5th day of September, 2008 (the “Effective Date”), by and between Mace Siegel, an individual (“Consultant”), and The Macerich Company, a Maryland corporation (the “Company”). Consultant and the Company agree as follows:

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